EX-10.7 9 ex10-7.htm EXHIBIT 10.7 ex10-7.htm
 
  Exhibit 10.7
 
MASTER SECURITY AGREEMENT
dated as of April 23, 2012

THIS MASTER SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Apio, Inc., a corporation organized and existing under the laws of the state of Delaware ("Debtor").  Secured Party has an office at 4 Park Plaza, Suite 1400, Irvine, CA 92614.  Debtor's mailing address is P.O. Box 727, Guadalupe, CA 93434 and chief executive office is 4575 West Main Street, Guadalupe, CA 93434.  This Agreement contains the general terms that apply to financing that may be provided from time to time by Secured Party to Debtor.  Additional terms that apply to the financing and the Collateral (as defined below) shall be contained on a Collateral Schedule (as defined below) and a Note (as defined below).  Each Collateral Schedule and the terms of this Agreement incorporated therein by reference are collectively referred to as a "CSMA".  Each CSMA and each Note entered into in connection with that CSMA (as any of the same may be amended, supplemented or otherwise modified from time to time) are collectively referred to as a "Loan".  Each Loan is a separate and independent transaction and contractual obligation between Debtor and Secured Party.  Debtor hereby acknowledges and agrees that (a) Secured Party, or (b) any entity that is an affiliate or subsidiary of Secured Party or any other entity (each, an “Other Secured Party”), may from time to time directly enter into and execute a Collateral Schedule, and such Secured Party or Other Secured Party shall be the named “Secured Party” under such Collateral Schedule and the related Note, CSMA, Loan and any other related Debt Documents (defined below).  Any Other Secured Party (including its successors and assigns) may appoint agents (including Secured Party) to act on its behalf.  Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms as set forth in the applicable Collateral Schedule or (as the case may be) Note.

1.        CREATION AND GRANT OF SECURITY INTEREST.

Debtor grants to Secured Party and the other Secured Party Entities (as defined below), and their respective successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future executed pursuant hereto and made a part hereof (each a "Collateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "Collateral").  This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, any Other Secured Party, any affiliates (including without limitation, any direct or indirect parent, subsidiary or sister entity), successors, assignees of Secured Party or any Other Secured Party (collectively, “Secured Party Entities”), now existing or arising in the future, in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "Notes" and each a "Note"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "Indebtedness").  Debtor acknowledges and agrees that Secured Party and the other Secured Party Entities may perfect the security interest hereunder and under any CSMA directly or through any current or future agents, representatives or bailees.

2.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.

Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

(a)      Debtor's exact legal name and jurisdiction of organization or formation is as set forth in the preamble of this Agreement and such jurisdiction is Debtor’s “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code).  Debtor is, and will remain, (i) validly existing and in good standing under the laws of the state or (as the case may be) commonwealth of its formation (specified in the preamble of this Agreement) and (ii) a “registered organization” (within the meaning given to such term in Article 9 of the Uniform Commercial Code).  Debtor has, and will maintain, its chief executive office at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations.  Debtor will not change its state or (as the case may be) commonwealth of incorporation or organization or its name as it appears in official filings in the state or (as the case may be) commonwealth of its incorporation or organization or its “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code) without, in each case, giving Secured Party at least twenty (20) days' prior written notice;

(b)      Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Collateral Schedule, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the "Debt Documents");

(c)      This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws;

(d)      No approval, consent or withholding of objections is required from, and no notice is required to be given to, any governmental authority or instrumentality, or any other person or entity, with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained;
 
 
 
 
 
(e)      The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor's property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party, in each case the breach or default of which would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the financial condition of Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents as and when due (a “Material Adverse Effect”);

(f)      There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which are reasonably likely to be adversely determined, and if adversely determined could, in the aggregate, reasonably be expected to have a Material Adverse Effect, nor does Debtor have reason to believe that any such suits or proceedings are threatened;

(g)      All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtor's financial condition; and

(h)      Debtor is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

3.        COLLATERAL.

Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

(a)      Until the declaration of any Event of Default, Debtor shall remain in possession of the Collateral; except that Secured Party shall have the right to possess (i) any chattel paper or instrument that constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party's security interest may be perfected only by possession.  Secured Party may inspect any of the Collateral during normal business hours after giving Debtor reasonable prior notice.  If Secured Party asks, Debtor will promptly notify Secured Party in writing of the location of any Collateral. Notwithstanding anything to the contrary contained in this Agreement, Debtor shall have the right to dispose of Collateral consisting of worn-out, obsolete or surplus equipment having a book value not exceeding $100,000 in the aggregate in any fiscal year of Debtor.

(b)      The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called "Permitted Liens")

(c)      The Collateral is, and will be, (i) used only in Debtor’s trade or business (and not for personal, family or household purposes), (ii) maintained in good operating order and repair, normal wear and tear excepted, and Debtor is not, and will not be, negligent in its care or use, (iii) used and maintained in compliance with manufacturers recommendations and all applicable laws, and (iv) personal property that is solely and lawfully owned and possessed by Debtor, and Debtor has the sole right to grant the security interest in the Collateral as described herein.

(d)      Secured Party does not authorize and Debtor agrees it shall not (i) part with possession of any of the Collateral (except to Secured Party or for maintenance and repair), (ii) remove any of the Collateral from the continental United States, or (iii) sell, rent, lease, mortgage, license, grant a security interest in or otherwise transfer or encumber (except for Permitted Liens) any of the Collateral. Notwithstanding anything to the contrary contained in this Agreement, Debtor shall have the right to dispose of Collateral consisting of worn-out, obsolete or surplus equipment having a book value not exceeding $100,000 in the aggregate in any fiscal year of Debtor.

(e)      Except for those contested in good faith by appropriate proceedings, diligently conducted, for which adequate reserves are maintained on the books of Debtor, and for which Secured Party has determined that there does not exist any material risk of confiscation, forfeiture or seizure of any of the Collateral, Debtor shall report and pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, operation, purchase, ownership, delivery, leasing or possession thereof, or on this Agreement or any of the other Debt Documents (or any receipts hereunder and thereunder), by any governmental entity or taxing authority during or related to the term of this Agreement, or to any other period during which Debtor had use or possession of the Collateral, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively "Taxes").  Debtor shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Secured Party.  Debtor shall promptly reimburse Secured Party (on an after-tax basis) for any Taxes charged to or assessed against or paid by Secured Party.  Debtor shall send Secured Party a copy of each report or return and evidence of Debtor's payment of Taxes upon request by Secured Party.  At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance, insurance and preservation of the Collateral and effect compliance with the terms of this Agreement or any of the other Debt Documents.  Debtor agrees to reimburse Secured Party, within ten (10) days after demand, all costs and expenses incurred by Secured Party in connection with such payment or performance and agrees that such reimbursement obligation shall constitute Indebtedness.
 
 
 
 
 
(f)      Debtor shall, at all times, keep accurate and complete records of the Collateral, and Secured Party shall have the right to inspect and make copies of all of Debtor's books and records relating to the Collateral during normal business hours, after giving Debtor reasonable prior notice.

(g)      Debtor agrees and acknowledges that any third person who may at any time possess all or any portion of the Collateral shall be deemed to hold, and shall hold, the Collateral as the agent of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any third person described in the preceding sentence that such third person is holding the Collateral as the agent of, and as pledge holder for, Secured Party.


4.      INSURANCE.

(a)      Debtor shall at all times bear the entire risk of any loss, theft, damage to, or destruction of, any of the Collateral from any cause whatsoever.

(b)      Debtor agrees, at its own expense, to keep the Collateral insured with companies reasonably acceptable to Secured Party for such amounts and against such hazards as Secured Party may require, including, but not limited to, all risks physical damage insurance for the Collateral itself, including, but not limited to, loss or damage by fire and extended coverage perils, theft, burglary, and for any or all Collateral which are vehicles, for risk of loss by collision.  The physical insurance coverage shall be in an amount no less than the full replacement value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to Secured Party.  Debtor shall deliver to Secured Party policies or certificates of insurance evidencing such coverage.  Each policy shall name Secured Party as loss payee, shall provide for coverage to Secured Party regardless of the breach by Debtor of any warranty or representation made therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled or altered by the insurer except upon thirty (30) days' prior written notice to Secured Party.  Debtor irrevocably appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to receive payment of and execute or endorse all documents, checks or drafts in connection with insurance payments.  Debtor may not make adjustments with insurers except with Secured Party's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).  Secured Party shall not act as Debtor's attorney-in-fact unless an Event of Default has occurred and is continuing.  Proceeds of insurance shall be applied, at the option of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness under the Debt Documents.

5.     REPORTS.

(a)      Debtor shall promptly notify Secured Party (i) at least twenty (20) days' prior to any change in the name of Debtor, (ii) at least twenty (20) days' prior to any change in the state of its incorporation, organization or registration or in its “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code), (iii) at least thirty (30) days' prior to any relocation of its chief executive offices, (iv) at least twenty (20) days' prior to any permanent or indefinite relocation of any of the Collateral from the location(s) specified in its applicable Collateral Schedule, (v) immediately upon any of the Collateral being lost, stolen, missing, destroyed, materially damaged or worn out, or (vi) immediately upon Debtor becoming aware of any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of the Collateral.

(b)      Debtor will deliver or make available to Secured Party complete financial statements of Debtor and any guarantor or surety for the obligations under any Loan (each a "Guarantor", and collectively, the "Guarantors"), prepared in accordance with generally accepted accounting principles, consistently applied, certified by a recognized firm of certified public accountants within ninety (90) days of the close of each fiscal year of Debtor, together with a certificate of an authorized officer of Debtor stating that such officer has reviewed the activities of Debtor and that to the best of such officer's knowledge, there exists no Event of Default or event which with notice or lapse of time (or both) would become an Event of Default.  In addition, Debtor will deliver to Secured Party copies of Debtor's and any Guarantor's, if applicable, quarterly financial report certified by the chief financial officer of Debtor, within ninety (90) days of the close of each fiscal quarter of Debtor.  Debtor will deliver or make available to Secured Party all Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission within thirty (30) days after the date on which they are filed (it being understood that to the extent the same are properly filed on EDGAR they shall be deemed delivered to Secured Party on the date on which the same are filed on EDGAR).  Documents required to be delivered pursuant to this paragraph (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date (i) on which Debtor (or its parent corporation) posts such documents, or provides a link thereto on Debtor’s (or its parent’s) website on the internet at the website address “www.landec.com” (or any successor page notified to Secured Party); or (ii) on which such documents are posted on Debtor’s (or its parent’s) behalf on an Internet or intranet website, if any, to which Secured Party has access.
 
 
 
 

 
6.      FURTHER ASSURANCES.

(a)      Debtor shall, upon request of Secured Party, furnish to Secured Party such further information, execute and deliver to Secured Party such documents and instruments (including, without limitation, Uniform Commercial Code financing statements) and shall do such other acts and things as Secured Party may at any time reasonably request relating to the perfection or protection of the security interest created by this Agreement or for the purpose of carrying out the intent of this Agreement.  Without limiting the foregoing, Debtor shall cooperate and do all acts deemed necessary by Secured Party to continue in Secured Party a perfected first priority security interest in the Collateral, and shall obtain and furnish to Secured Party any subordinations, releases, landlord waivers, Secured Party waivers, mortgagee waivers, or control agreements, and similar documents as may be from time to time requested by, and in form and substance satisfactory to, Secured Party.

(b)      Debtor authorizes Secured Party to file a financing statement and amendments thereto describing the Collateral and containing any other information required by the applicable Uniform Commercial Code.  Debtor irrevocably grants to Secured Party the power to sign Debtor's name and generally to act on behalf of Debtor to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral; this power is coupled with Secured Party's interest in the Collateral.  Debtor shall, if any certificate of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to Secured Party such certificate showing the lien of this Agreement and any applicable CSMA with respect to the Collateral.  Debtor ratifies its prior authorization for Secured Party to file financing statements and amendments thereto describing the Collateral and containing any other information required by the Uniform Commercial Code if filed prior to the date hereof.

(c) DEBTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SECURED PARTY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, AND ALL OF SECURED PARTY’S AND SUCH AFFILIATES’, SUCCESSORS’ AND ASSIGNS’ RESPECTIVE DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, ATTORNEYS-IN-FACT AND LAWYERS (EACH AN “INDEMNIFIED PARTY”) (ON AN AFTER TAX BASIS) FROM AND AGAINST ANY AND ALL LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED IN CONNECTION WITH RESPONDING TO SUBPOENAS, THIRD PARTY OR OTHERWISE) DAMAGES AND LIABILITIES (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LIABILITIES) OF WHATSOEVER KIND AND NATURE ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THE COLLATERAL,  THIS AGREEMENT OR ANY LOAN OR ANY OTHER DEBT DOCUMENT (AS DEFINED IN SECTION 2 HEREOF) (COLLECTIVELY, “CLAIMS”), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A PARTY THERETO AND WHETHER IN LAW OR EQUITY, OR IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.  This indemnity shall include, but is not limited to, Secured Party’s strict liability in tort or otherwise, including Claims that may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of (i) the selection, manufacture, purchase, acceptance or rejection of Collateral, the ownership of Collateral and the delivery, lease, sublease, chartering, possession, maintenance, use, non-use, financing, mortgaging, control, insurance, testing, condition, titling or re-titling, registration or re-registration, removal, repossession, sale (including all costs, incurred in making Collateral ready for sale after the exercise of remedies as a result of an Event of Default), operation or design of Collateral (including, without limitation, latent and other defects, whether or not discoverable by Secured Party or Debtor and any claim for patent, trademark or copyright infringement or environmental damage or criminal acts, hijacking, acts of terrorism or similar acts), any interchanging or pooling of any parts of the Collateral, if applicable; (ii) any breach of Debtor's or any Guarantor's representations or obligations under any Loan or any other Debt Document or any guaranty, or the failure by Debtor to comply with any term, provision or covenant contained in any Loan or any other Debt Document or with any applicable law, rule or regulation with respect to the Collateral, or the nonconformity of the Collateral or its operation with any applicable law; (iv) any actions brought against any Indemnified Party that arise out of Debtor’s or any Guarantor's actions or omissions (or actions or omissions of Debtor's or Guarantor's agents); or (v) reliance by any Indemnified Party on any representation or warranty made or deemed made by Debtor or any Guarantor (or any of their officers) under or in connection with any Loan or any other Debt Document, or any report or other information delivered by Debtor or Guarantor pursuant hereto which shall have been incorrect in any material respect when made or deemed made or delivered.  Debtor shall pay within ten (10) days after demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any Claims.  Debtor shall, upon request, defend any actions based on, or arising out of, any of the foregoing.  The rights, privileges and indemnities set forth in this Section 6(c) shall survive the expiration or other cancellation or termination of this Agreement.

7.     DEFAULT AND REMEDIES.

(a)      Debtor shall be in default under this Agreement and under any Loan upon the occurrence of any of the following (each an "Event of Default", and collectively, the "Events of Default"):
 
(i)   Debtor fails to pay within ten (10) days after its due date any installment or other amount due under any of the Debt Documents;
(ii)   Debtor, without the prior written consent of Secured Party, attempts to or does sell all or any fractional interest in, rent, lease, license, charter, mortgage, assign, grant a lien on or security interest in, or otherwise transfer or encumber (except for Permitted Liens and dispositions otherwise specifically permitted in writing in this Agreement) any of the Collateral or any part thereof;
(iii)   Debtor breaches any of its insurance obligations under this Agreement or under any other Debt Documents;
(iv)   Debtor breaches any of its other obligations under any of the Debt Documents (other than those described elsewhere in this Section 7(a)) and fails to cure that breach within thirty (30) days after written notice from Secured Party; provided, however, that, if the failure stated in such notice cannot be corrected within such 30-day period, Secured Party will not unreasonably withhold its consent to an extension of such time, not to exceed thirty (30) additional days, if (A) Secured Party determines in its sole discretion, such failure is capable of being cured, (B) at such time there exists no other Event of Default hereunder, and (C) corrective action is instituted by Debtor, within the applicable period and diligently pursued until the default is corrected;
(v)   any warranty, representation or statement made by Debtor or any Guarantor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect when made or furnished;
 
 
 
 
 
(vi)   any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk;
(vii)   any “event of default” has occurred and is continuing under any other agreement by and between Debtor or any Guarantor and Secured Party (or any of its affiliates or parent entities);
(viii)   (A) a receiver, custodian or trustee is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors, or Debtor or any Guarantor by any act or omission shall indicate its consent to, approval of or acquiescence in any such appointment of a custodian, receiver or trustee;  or (B) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Debtor or any Guarantor and such petition is not dismissed within sixty (60) days, or Debtor or any Guarantor by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application, proceeding, order for relief;
(ix)   Debtor or any Guarantor improperly files, or causes to be filed, an amendment or termination statement relating to a filed financing statement describing the Collateral;
(x)   any Guarantor revokes or attempts to revoke its obligations under any Debt Documents to which it is a party or fails to observe or perform any covenant, condition or agreement to be performed under such Debt Document to which it is a party (after giving effect to any applicable grace periods);
(xi)   Debtor or any Guarantor dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern; or
(xii)   there is any merger, consolidation, reorganization, or change in controlling ownership of Debtor or any Guarantor.
 
The default declaration shall apply to all Notes, CSMAs and Collateral Schedules unless specifically excepted by Secured Party.  Any provision of this Agreement to the contrary notwithstanding, Secured Party may exercise all rights and remedies hereunder independently with respect to each Loan.

(b)      Upon the occurrence and during the continuance of any Event of Default described in Section 7(a)(viii), any and all of the Indebtedness shall automatically become immediately due and payable, without any action by any person or entity.  Upon the occurrence and during the continuance of any other Event of Default, Secured Party, at its option, may declare any or all of the Indebtedness to be immediately due and payable, without demand or notice to Debtor or any Guarantor.  The accelerated obligations and liabilities shall bear interest from the occurrence and during the continuance of the Event of Default (both before and after any judgment) until paid in full at a per annum rate equal to the lower of ten percent (10%) or the maximum rate not prohibited by applicable law (the "Per Diem Interest Rate").  The application of such Per Diem Interest Rate shall not be interpreted or deemed to extend any cure period set forth herein, cure any default or otherwise limit Secured Party's right or remedies hereunder.  Notwithstanding anything to the contrary contained herein, in no event shall this Agreement require the payment or permit the collection of amounts in excess of the maximum permitted by applicable law.

(c)      Upon the occurrence and during the continuance of any Event of Default, Secured Party shall have all of the rights and remedies of a secured party under the Uniform Commercial Code, and under any other applicable law.  Without limiting the foregoing, Secured Party shall have the right to  (i) [reserved],  (ii) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises,  (iii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, or  (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the obligations then in default.  If requested by Secured Party, Debtor shall promptly assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties.  Secured Party may also render any or all of the Collateral unusable at Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs.  Any notice that Secured Party is required to give to Debtor under the Uniform Commercial Code of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given to the last known address of Debtor at least ten (10) days prior to such action.

(d)      Secured Party shall have the right to any proceeds of sale, lease or other disposition of the Collateral, if any, and the right to apply any amounts so collected or (as the case may be)  otherwise collected from Debtor or Guarantor pursuant to this Section 7 or under any other Debt Document in the following order of priorities:  (i) to pay all of Secured Party's costs, charges and expenses incurred in enforcing its rights under any Debt Document or in taking, removing, holding, repairing, refurbishing, selling, leasing or otherwise disposing of the Collateral; then, (ii) to pay any and all late fees, per diem fees, other such charges due under any Debt Document, any and all interest due under any Debt Document and all amounts owing pursuant to any indemnity claims; then (iii) to pay all principal due under the Loans;  then (iv) to pay all other amounts due and owing to Secured Party under any of the Debt Documents; then (v) any surplus shall be remitted to Debtor or (as the case may be) any other party legally entitled thereto.  Debtor shall remain liable for and pay any deficiency in (i), (ii), (iii) and (iv) immediately upon demand.

(e)      Debtor agrees to pay all reasonable attorneys' fees and other costs incurred by Secured Party in connection with the enforcement, assertion, defense or preservation of Secured Party's rights and remedies under any Debt Document, or if prohibited by law, such lesser sum as may be permitted. Debtor further agrees that such fees and costs shall constitute Indebtedness.
 
 
 
 
 
(f)      Secured Party's rights and remedies under this Agreement and the other Debt Documents or otherwise arising are cumulative and nonexclusive of any other rights and remedies that Secured Party may have under any other agreement or at law or in equity and may be exercised individually or concurrently, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.  Neither the failure nor any delay on the part of Secured Party to exercise any right, power or privilege under this Agreement or any other Debt Document shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of that or any other right, power or privilege.  SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER DEBT DOCUMENT UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY SECURED PARTY.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.  Except as provided in Section 7(c) above, Debtor waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising, and any other notice required to be given under the Uniform Commercial Code.  Secured Party shall have no obligation to marshal any of the Collateral.

(g)      Any Event of Default under the terms of this Agreement, any other Debt Document or any other agreement between Secured Party and Debtor may be declared by Secured Party a default under this Agreement, any other Debt Document and any such other agreement between Secured Party and Debtor.

8.      MISCELLANEOUS.

(a)      This Agreement, any Note, Collateral Schedule and/or any of the other Debt Documents may be assigned, in whole or in part, by Secured Party without notice to Debtor, and Debtor hereby waives and agrees not to assert against any such assignee, or assignee's assigns, any defense, set-off, recoupment, claim or counterclaim which Debtor has or may at any time have against Secured Party for any reason whatsoever.  Debtor agrees that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all amounts payable under any assigned Debt Documents to such assignee or as instructed by Secured Party.  Debtor also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by Secured Party or assignee.  DEBTOR SHALL NOT SELL, TRANSFER, ASSIGN, OR OTHERWISE ENCUMBER ANY OF DEBTOR’S RIGHTS, OBLIGATIONS OR INTERESTS UNDER THIS AGREEMENT, ANY NOTE, COLLATERAL SCHEDULE OR OTHER DEBT DOCUMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY.

(b)      All notices to be given in connection with this Agreement shall be in writing, shall be addressed to the parties at their respective addresses set forth in this Agreement (unless and until a different address may be specified in a written notice to the other party), and shall be deemed given  (i) on the date of receipt if delivered in hand or by facsimile transmission,  (ii) on the next business day after being sent by express mail, and  (iii) on the fourth business day after being sent by regular, registered or certified mail.  As used herein, the term "business day" shall mean and include any day other than Saturdays, Sundays, or other days on which commercial banks in New York, New York are required or authorized to be closed.

(c)      Upon notice to Debtor, Secured Party may correct patent errors and fill in all blanks in this Agreement, in any Collateral Schedule or in any other Debt Document consistent with the agreement of the parties.

(d)      Time is of the essence of this Agreement.  This Agreement shall be binding, jointly and severally, upon all parties described as the "Debtor" and their respective heirs, executors, representatives, successors and assigns, and shall inure to the benefit of Secured Party, its successors and assigns.

(e)      The unenforceability of any provisions hereof or of the Debt Documents shall not affect the validity of any other provision hereof or thereof.

(f)      Debtor hereby acknowledges and agrees that Secured Party reserves the right to impose fees or charges for returned checks and certain optional services that Secured Party may offer or provide to Debtor during the term of this Agreement.  Secured Party will notify Debtor the amount of the applicable fee or charge if Debtor requests such optional services.  In addition, Secured Party may make available to Debtor a schedule of fees or charges for such optional services from time to time or upon demand, provided, however, that such fees and charges are subject to change in Secured Party's sole discretion without notice to Debtor.

(g)      This Agreement and its Collateral Schedules and related Notes constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter.  THIS AGREEMENT AND ITS COLLATERAL SCHEDULES AND RELATED NOTES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES.  Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement.

(h)      This Agreement shall continue in full force and effect until all of the Indebtedness has been indefeasibly paid in full to Secured Party or its assignee.  The surrender, upon payment or otherwise, of any Note or any of the other documents evidencing any of the Indebtedness shall not affect the right of Secured Party to retain the Collateral for such other Indebtedness as may then exist or as it may be reasonably contemplated will exist in the future.  This Agreement shall automatically be reinstated if Secured Party is ever required to return or restore the payment of all or any portion of the Indebtedness (all as though such payment had never been made).

(i)      DEBTOR AND SECURED PARTY HEREBY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE DEBT DOCUMENTS, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS).  THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS OR ANY OTHER DOCUMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.  IN THE EVENT OF ANY LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 
 
 
 
 
(j)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.  DEBTOR IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK TO HEAR AND DETERMINE ANY SUIT, ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE OUT OF OR IN CONNECTION HEREWITH AND WITH THE DEBT DOCUMENTS (COLLECTIVELY, THE "PROCEEDINGS"), AND DEBTOR FURTHER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF THE ABOVE-NAMED COURTS).  DEBTOR IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MIGHT NOW OR HEREAFTER HAVE TO THE ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR AND DETERMINE ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER, THAT IT OR ITS PROPERTY IS IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER, THAT ANY SUCH COURT IS NOT A CONVENIENT OR APPROPRIATE FORUM IN EACH CASE WHETHER ON THE GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR OTHERWISE.  DEBTOR ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO SECURED PARTY WHICH COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS SUCH, DEBTOR AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO WHICH SECURED PARTY MAY BE ENTITLED AT LAW OR IN EQUITY, SECURED PARTY WILL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING OF ANY BOND AND WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH PROCEEDINGS IN ANY OTHER COURT.  Notwithstanding the foregoing, Secured Party shall have the right to apply to a court of competent jurisdiction in the United States of America or abroad for equitable relief as is necessary to preserve, protect and enforce its rights under this Agreement and any other Debt Document, including, but not limited to orders of attachment or injunction necessary to maintain the status quo pending litigation or to enforce judgments against Debtor, any Guarantor or the collateral pledged to Secured Party pursuant to any Debt Document or to gain possession of such collateral.

(k)      This Agreement and any amendments, waivers, consents or supplements hereto in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, all of which taken together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Delivery of an executed signature page of this Agreement or any delivery contemplated hereby by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart thereof.

(l)       To the extent that any Note and Collateral Schedule would constitute chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest therein may be created through the transfer or possession of this Agreement in and of itself without the transfer or possession of the original of a such Note and Collateral Schedule executed pursuant to this Agreement and incorporating this Agreement by reference.

(m)     Debtor authorizes Secured Party and its representatives to contact and communicate with Debtor and provide Debtor with information and notices relating to Secured Party’s services and products from time to time, including, without limitation, solicitations and/or materials advertising the commercial availability, price or quality of goods, property or services, via facsimile transmission or email.

(n)      Debtor hereby acknowledges that it has not received or relied on any legal, tax, financial or accounting advice from Secured Party and that Debtor has had the opportunity to seek advice from its own advisors and professionals in that regard.



[SIGNATURE PAGE FOLLOWS]

 
 
 

IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Agreement in one or more counterparts, each of which shall be deemed to be an original, as of the day and year first above written.
 
SECURED PARTY:
General Electric Capital Corporation

By:
/s/ Kevin Deady
   By:
/s/ Gregory S. Skinner
  
           
Name:
Kevin Deady
   Name:
Gregory S. Skinner
  
           
Title:
Sr. Risk Analyst
   Title:
V. President
  
 


Signature page for Master Security Agreement
 
 
 
 
 
COLLATERAL SCHEDULE NO. 8727912-001 (“COLLATERAL SCHEDULE”)
DATED THIS APRIL 23, 2012
BETWEEN GE CAPITAL COMMERCIAL INC.
(TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, IF ANY, “SECURED PARTY”)
AND
APIO, INC.(“DEBTOR”)
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”)
AND
DEBTOR
 
 
 
Secured Party & Mailing Address: Debtor & Mailing Address:
   
GE Capital Commercial Inc.
c/o General Electric Capital Corporation
Apio, Inc.
4 Park Plaza, Suite 1400
Irvine, CA 92614
P.O. Box 727
Guadalupe, CA  93434

This Collateral Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms used but not defined herein shall have the meanings assigned to them in, the Master Security Agreement identified above (the “Master Agreement”).  This Collateral Schedule and the terms of the Master Agreement incorporated herein by reference are collectively referred to as the "CSMA").  Among other things, the CSMA describes Collateral (as defined in the Master Agreement) in which Debtor has granted Secured Party a security interest in connection with the Indebtedness (as defined in the Master Agreement) including without limitation that certain Promissory Note dated April 23, 2012, in the original principal amount of  $12,660,000.00 (the “Note”).  The CSMA and the Note (as any of the same may be amended, supplemented or otherwise modified from time to time) are collectively referred to as the “Loan”.  The Loan is a separate and independent transaction and contractual obligation between Debtor and Secured Party, and notwithstanding the existence of other collateral schedules to, and/or promissory notes issued under, the Master Agreement, Secured Party may take enforcement action with respect to this CSMA and the Collateral described herein independently of any other collateral schedule(s) executed pursuant to the Master Agreement. DEBTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE ORIGINATING SECURED PARTY UNDER THIS LOAN IS GE CAPITAL COMMERCIAL INC. AND THIS LOAN AND ALL OTHER DEBT DOCUMENTS (IN EACH CASE, SOLELY TO THE EXTENT RELATING TO THIS LOAN) SHALL BE CONSTRUED ACCORDINGLY.  SECURED PARTY SHALL HAVE ALL RIGHTS OF GECC UNDER THE MASTER AGREEMENT.  SECURED PARTY MAY APPOINT AGENTS (INCLUDING GECC) TO ACT ON ITS BEHALF.

A.
DESCRIPTION OF COLLATERAL SCHEDULE COLLATERAL:   SEE ATTACHED ANNEX A-1 THROUGH A-5


and including all additions, attachments, accessories and accessions thereto, and any and all substitutions, upgrades, replacements or exchanges therefor, and all insurance and/or other proceeds thereof.

B.
CERTIFICATION OF ACCEPTANCE:  Debtor hereby certifies and warrants that as of the date set forth below under Debtor’s signature or, if such date is not completed, the date of this Collateral Schedule as set forth above:  (i) all the collateral listed above (the “Collateral Schedule Collateral”) has been delivered and installed (if applicable); (ii) Debtor has inspected the Collateral Schedule Collateral, and all such testing as it deems necessary has been performed by Debtor or the applicable supplier or manufacturer; (iii) Debtor has found all such Collateral Schedule Collateral to be satisfactory and meets all applicable specifications and is fully operational for its intended use; and (iv) with respect to new items of Collateral, copies of the Bill(s) of Lading or other documentation acceptable to Secured Party which show the date of delivery of the Collateral Schedule Collateral will be provided to Secured Party upon request.

C.
CERTIFICATION OF NO DEFAULT:  Debtor does further certify that as of the date set forth below under Debtor’s signature or, if such date is not completed, the date of this Collateral Schedule as set forth above:  (i) There exists no Event of Default under the Loan; and (ii) the representations and warranties made by Debtor pursuant to or under the Loan are true and correct in all material respects.

D.
DOCUMENTATION FEE:  $94,950.00, payable on or before the date of the Note.
 
 
 
 
 
E.
Modifications and Additions for this Collateral Schedule Only

 
1.
For purposes of this Collateral Schedule, the Master Agreement is amended and/or supplemented with the following terms and conditions:

(i)
  
Preferred Payment Terms.  Credit to Debtor’s account for this Loan may be delayed if payment is (a) not received at the Secured Party’s payment address indicated in Secured Party’s invoice or other instructions from Secured Party from time to time or (b) not accompanied by Secured Party’s invoice number.  Preferred forms of payment include direct debit, wires, company checks and certified checks.  Payment in any other form may delay processing or be returned to Debtor.  Delayed credit may cause Debtor to incur a late payment fee.  All credit for payments of Debtor’s account for this Loan are subject to final payment by the institution on which the item of payment was drawn.

(ii)
  
Payment Application.  Secured Party reserves the right to select the method by which payments and credits are allocated to the Loan account of the Debtor in Secured Party’s sole discretion.

(iii)
  
Disputed Payments.  Without prejudice to any of the rights and remedies of Secured Party under the Loan or (as the case may be) any of the other Debt Documents, all written communication concerning disputed amounts, including any check or other payment instrument that (a) indicates that the written payment constitutes “payment in full” or is tendered as full satisfaction of a disputed amount or (b) is tendered with other conditions or limitation must be mailed or delivered to the Secured Party at the address for billing inquiries and/or correspondence shown on the invoice or statement and not to the payment address.

(iv)
  
Compliance with Applicable Laws.  It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, any provisions in the Loan to the contrary notwithstanding, in no event shall the Loan require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law as now or hereafter construed by a court of competent jurisdiction.  If any such excess interest is contracted for, charged or received pursuant to the Loan, or in the event that all of the principal balance under the Loan shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received shall exceed the maximum amount of interest permitted by applicable law as so construed, then in such event any such excess which may have been collected shall, at Secured Party’s option, either be credited to the unpaid principal balance of or other amounts payable under the Loan as a prepayment of principal or such other amounts, without any prepayment fee, or refunded to Debtor, and the effective rate of interest shall automatically be reduced to the maximum lawful rate allowed under applicable law as now or hereafter construed by a court of competent jurisdiction.  Without limiting the foregoing, all calculations of the rate of interest contracted for, charged or received with respect to the Loan which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the fullest extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at any time contracted for, charged to or received from Debtor in connection with such indebtedness. Notwithstanding the foregoing, if any applicable law is amended or the law of the United States of America preempts any applicable law, so that it becomes lawful for Secured Party to receive a greater interest per annum rate than is presently allowed, Debtor agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended law or the law of the United States of America.

(v)
  
Information Sharing Consent.  Debtor and each of Debtor’s affiliates authorize Secured Party to disclose information about Debtor and Debtor’s affiliates that Secured Party may at any time possess to any Secured Party affiliate, successor, assign and/or participant, and/or to any manufacturer or vendor of any property subject to the Loan or to any other party with a financial interest in the Loan, whether such information was supplied by Debtor to Secured Party or otherwise obtained by Secured Party.

(vi)
  
Secured Party Assignment.  Secured Party, from time to time, may assign, sell, or transfer in whole or in part its interests in the Loan, or any of its rights under any of the other Debt Documents, including servicing rights, whether as part of a securitization transaction or by participation, assignment, sale or other transfer (in each case, a “ Secured Party Transfer”).  Upon a Secured Party Transfer of Secured Party’s entire right and interest under the Loan and (as the case may be) any other Debt Documents, Secured Party shall automatically be relieved, from and after the date of such assignment, of liability for the performance of any obligation of Secured Party contained in the Loan and (as the case may be) any other Debt Documents arising or accruing from or after the assignment.

(vii)
  
Governing Law.  THE STATE OR COMMONWEALTH INDICATED IN THE GOVERNING LAW PROVISION SET FORTH IN THE MASTER AGREEMENT AND THE NOTE SHALL BE REPLACED WITH THE STATE OF NEW YORK.

(viii)
  
Consent to Jurisdiction.  Any legal action or proceeding with respect to this Loan or any other Debt Documents, shall be brought exclusively in the federal or state courts located in the State of New York, and Debtor accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided, however, that nothing in this Loan or any other Debt Documents shall limit or restrict the right of Secured Party to commence any proceeding in the federal or state courts located in the state in which any Collateral is located to the extent Secured Party deems such proceeding necessary or advisable to exercise remedies available under this Loan or any other Debt Documents or to commence legal proceedings or otherwise proceed against the Debtor in any other jurisdiction. Secured Party and Debtor hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.
 
 
 
 
 
 
2.
Promotional Materials.  Debtor hereby confirms that Secured Party is authorized and permitted to use Debtor's name, logo and/or trademark in connection with certain promotional materials that Secured Party may disseminate to the public in connection with the transaction contemplated under this Loan, the Master Agreement and/or (as the case may be) any other loan entered into under the Master Agreement and the business relationship between Debtor and Secured Party established under the Master Agreement and each loan, and such promotional materials may include, but are not limited to, presentations, brochures, internet website, advertising in newspaper and/or other publications.  Secured Party agrees, if Debtor so requests in writing, to give Debtor an opportunity to review and comment on any such promotional materials.

Except as expressly modified hereby, all terms and provisions of the Master Agreement shall remain in full force and effect.  In the event of any conflict between the provisions of this Collateral Schedule and the provisions of the Master Agreement, the provisions of this Collateral Schedule shall prevail with respect to the Loan created hereunder.  This Collateral Schedule is not binding or effective with respect to the Master Agreement or Collateral until executed on behalf of Secured Party and Debtor by authorized representatives of Secured Party and Debtor, respectively.


[SIGNATURE PAGE FOLLOWS]
 
 
 
 

IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Collateral Schedule in one or more counterparts, each of which shall be deemed to be an original, as of the date indicated below.
 

SECURED PARTY:   DEBTOR:  
GE Capital Commercial, Inc.   Apio, Inc.  
           
By:
/s/ Kevin Deady
   By:
/s/ Gregory S. Skinner
  
           
Name:
Kevin Deady
   Name:
Gregory S. Skinner
  
           
Title:
Authorized Signatory
   Title:
Vice President
  
 
 
 
Signature Page for Collateral Schedule No. 8727912-001
 
 
 
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
7
1996 GMC Sierra Pickup; brown
1000013
1GTEK19K3RE556510
762
2001 Chevy; CK15703; white
  
1GCEK14V21Z113392
1325
'87 International Flatbed
1000050
1HTLDUGP3HH504330
1560
1999 Silverado; pewter
1000763
1GCEK19TOXE226555
1638
2000 Silverado; gold
  
1GCEC19T9YZ328735
1650
Ford Explore, 2000, white
  
1FMZU63P1YZB89655
2221
Watering Truck
  
1HTAR1825BHB24745
2384
2006 Chevy Silverado
  
1GCHK29D26E191012
2430
2005 Chevy
  
LAST FOUR DIGITS 7214
2496
VA Trans Truck - 08 Intl 4300
  
HTMMAAN08H560509
2530
2008 GMC Sierra 1500
  
2GTFK13M081184859
2583
GMC Sierrra 2008
243075
  
2627
Toyota Tundra 4x4 2010 White
  
5TFUM5F19AX003538
2629
Toyota Tundra 4x4 2010 Silver
  
5TFUM5F13AX002868
2666
2010 Chevy Silverado Gray
8Z65129
1GCSKTE35AZ132787
2670
2010 Chevy Silverado Silver
  
3GCRKSE3XAG289255
2671
2010 Chevy Silverado White
47270A1
3GCRKSE37AG295174
2685
2011 GMC Sierra 1500 Grey
  
3GTP2VE37BG258622
       
       
248
Conference Room Furniture
3001008
  
265
Receptionist Console
    
278
Plymold Flat Bench Units
  
FF77896
1780
InFocus ZGA Projector
    
2174
Apio PMA Booth Graphics
    
2203
Cal Ex Office Lshld Imrvmnts
    
2218
Cubicles for QA Lab
    
2336
Entrance & Truck "Apio" Signs
    
2337
VA Office Furniture
    
2348
VA Break Room 5 Tables
    
2406
Refrigeration Units for PMA
  
0609001391 & 0609001392
2550
New Trade Show Booth
    
2552
QA Office Furniture
    
2560
Lab Furniture
    
       
       
275
Plant Video Camera Equipment
1000806
  
368
Phone Wiring, New
    
1541
Fire Safe - Media Manager
3001212
  
1629
HP Laserjet Printers
    
1774
HP LaserJet 4100TN
  
USBGC00778
1788
JD Edwards System
SOFTWARE
M1H36A02R
1892
JD Edwards System
3001203
  
1927
Toshiba Tecra M2 PTM20U-OM
1001388
44049468P
2032
FireKing Electronic Media Safe
CAL-EX
DS1817-1LG
2101
MS MBL Visio Std 2002
  
D86-00916
2142
JDE-T2 + Array
    
2167
Acer 17" LCD Screens
1001341-45
  
2168
Motorola Hand Radios
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
1 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2193
Cisco Wireless Access Points
    
2211
Expansion Array for JDE
3001042
  
2240
Lexicom AS2
3001047
  
2255
JD Edwards
    
2258
Client Software Cmplcy
    
2290
HP Proliant DL140
3001028
M03FMF6238
2291
Cisco Firewall
3001044
CON-SNT-PKG7
2299
Auto Cad
    
2313
Antivirus Server
    
2323
Softshare Delta/ECS
    
2335
Avaya Phone System
3001204
  
2370
Internet Redundancy - Radware
    
2371
MS Office & MS 2003 Server
    
2372
Security Camera
4000221
  
2380
Justice Lab  - Chrome
    
2399
Data Warehouse Server
3001214
  
2400
Cognos Contributor
    
2402
Avaya Phone Win VCL 8 channel
    
2405
RFID Wal-Mart Project
    
2410
EDI Backup Server
3001219
  
2421
Citrix Service
3001216-218
100J3-100J1-100HY
2427
Easy Pay Manager
    
2437
BackUp Server Replacement
    
2440
Tech Display Equp 4 Tradeshows
3001175
  
2504
RF Scan Gun
    
2507
Engine Room Monitoring Device
3001213
  
2508
Cognos
    
2519
New File Server APIOFS1
3001215
  
2521
RF Scan Gun
    
2523
Engine Rm Monit Device
    
2526
Bck Up & Recovery For Cognos
    
2532
Laptop D Sherrod
    
2533
Laptop For Ray Clark
3001211
28361708Q
2536
2 MS SQL Servers - Enterprise
    
2561
Weight Ticket Sftwr & Hrdwr
    
2563
Wireless Infastructure Project
3001201
  
2581
Expansion Array
3001200
  
2607
Apio E-mail Server
3001202
  
2608
QA Data Colection Hardware
    
2611
140 Windows 08 Server Licenses
    
2612
109 SQL 2008 Access Licenses
    
2642
NetAPP Raid Array
3001197
  
2664
Co-Pack IT System Equipment
    
2684
VM Ware Expansion
    
2749
Office 2010 Upgrade
    
       
       
16
Metal Detector
2000182
21981
36
Metal Detector
2000238
12011-03
51
Combo Scale
1000713
  
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
2 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
61
Platform
1000714
  
116
Upgrade to Cooler Racks
    
118
Metal Detector
1000061
13292-01
127
Chain Hoist
    
139
Floor Scale
    
145
Newtec Scale
    
156
Ice Pulverizer
2000200
  
187
Slicing Wheel
    
191
Addition to Metal Detector
    
209
Coils
    
211
Packaging Equip (D'Arrigo Bros
1000712
  
260
Mini Tray Machine
    
266
Electric Chain Hoist w/15' cha
    
291
Bagger (VA Expansion)
    
335
Cascading Dryer Conveyor
    
338
Celery Cutter Machine
2000356
  
354
Metal Detector, Safeline
100081B
42329
357
Yellow Waste Bins (30)
    
362
Submersible Sump Pump
30001114
  
364
Cull Elevator
1000070A
117652-A
374
Blue Macro Bins 34-FVLF (40)
    
395
Processing Line - VA
1000071
15026-1
406
Green Cauliflower Trays(7,500)
    
409
40hp Sullair Compressor
2000362
003-123548/005-D17399
436
Broccoli Line (VA Expansion)
    
465
Green Chillpck TrayTote(2,400)
  
018592E04M
472
Cauliflower Line (VA Expansion
    
486
Marathon Trash Compactors (2)
    
492
Green Chillpck TrayTote(2400)
    
494
Green Chillpck Tray/Tote (400)
    
518
Haug AS-400 Auto Tray Sealer
    
530
Green Chillpck TrayTote(2400)
    
551
Green Chillpck TrayTote(2400)
    
575
Red Chillpck TraTote(2400)
    
579
Party Tray Line/Sealer (Expans
    
584
Red Chillpck TrayTote(2400)
    
587
Red Chillpck TrayTote(2400)
    
590
Red Chillpack Tray/Tote (300)
    
683
Haysen Bag Forming Collars
  
72769DSL
685
Cooler Fans
    
707
Tru - Hone Knife Sharpener
    
710
Processing Line Conveyer Exten
    
1049
Cull System
1000070B
117652-B
1065
Scale Feed/Distribution System
    
1172
Yellow Cauliflower Trays(4000)
    
1255
Bagger - IIIapack
1000073
1186224
1270
Cauliflower Line
1000074
  
1284
Cauliflower Totes
    
1314
Reyco Cull System
2000346
  
1342
40' Container
  
VC5714
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
3 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
1604
Barnes Pump
2000115
0663033-0998
1666
Barnes Pump
2000116
1189-52596
1671
Ice Injector
1000157G
  
1723
Packing Line (VA Expansion)
    
1741
Chlorination system
2000121
  
1801
Hytrol Conveyer System
    
1815
DSL Forming Collars
    
1884
VA Truck Scale
    
1889
VA Broccoli Chilled Wash Line
30001123
  
1890
Automated Square Tray Sealer
    
1963
PVCA-STC Leak Testers
    
1975
Floor Scale w/ Ramp
    
1979
Ice Extruder Plates
    
2020
Upgrade VFFS VA Machines #1
    
2021
Upgrade VFFS VA Machines #2
    
2022
Upgrade VFFS VA Machines #3
    
2023
Upgrade VFFS VA Machines #4
    
2024
Upgrade VFFS VA Machines #5
    
2025
Upgrade VFFS VA Machines #6
    
2038
One 24"x5'0" Dewatering Shaker
2000308
  
2043
24"x8' Incline Belt Conveyor
    
2049
Reservoir for Crown Line
    
2050
Galvanized Rails for Conveyor
    
2060
Injection Mold
    
2097
Haug Tray Sealer
    
2098
Twin Pick Rack System
    
2143
Macro Bins (Blue) (40)
    
2144
Macro Bins (Gray) (30)
    
2145
Maintenance Dept Storage
    
2147
Pallet Stretch Wrap Wrapper
    
2154
Macro Plastic Bins (530)
    
2157
Cauliflower Wash & Trim
    
2158
Ink Tray Conveyor Re-Config
    
2161
Wash & Drying Line
4000258
  
2165
Ice Injector Overhaul
    
2169
Mini Me Tray Machine
    
2170
Yamoto Sigma Scale
    
2173
Universal Labeling Machines
    
2175
Tray Machines
4000262
  
2176
VA Line Inkjet Printer (5)
2-225
  
2181
Tray Line Metal Detector
2000255
  
2182
Raw Broc Hopper
2-186 2-205
  
2185
Hoppers/Scales for Bagger #5
    
2186
AS 400 Additions
2000241
  
2188
Broccoli Macro Bins (1568)
    
2189
Macro Bins (Blue) (50)
    
2190
Macro Bins (Gray) (50)
    
2192
Broc Dispersing Belt
    
2195
Convert Cauli Ln to BrocTrimLn
    
2197
P&P 4" Membrane Setup
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
4 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2201
Raw Product Green Trays
    
2204
AS400 Tray Machine
    
2205
AS300 Tray Machine
    
2213
Receiving Area Shade Canopy
    
2215
Tray Machine
    
2216
2001 Wiggins 12 Pallet Frklft
  
WLC-012041
2217
Lab Shrink Wrap Machine
3001233
  
2219
Ammonia Detection System
    
2226
Analytical Balance
3000125
  
2227
90 Degree Radius Take-Away
    
2228
Pack off Conveyor
    
2229
Metal Detectors
2000259
S/N-2000259
2230
Incline Elevator
2000335
  
2231
Ink Jet Printer
2000231
  
2233
Broccoli Slaw Processing Unit
2000336
  
2234
Triple Wash Line w/Chiller
    
2235
100hp Sullair Compressor
2000361
  
2236
Scale
    
2237
Twin Tube Bagger
    
2238
Punch and Patch Systems (5)
    
2241
Metal Detector
2000246
  
2242
Ink Jet Printer
2000267
BJ502
2243
Auto Labeler
3001189
L15H 0604L
2244
Burst Tank
    
2246
Petite Tray Sealer Plates
    
2247
Tray In-Feed System
    
2248
Packing Conveyor
4000260-261
  
2249
Labeling Conveyor
    
2251
Triple Wash Line w/Chiller
    
2253
Inkjet Printers
    
2254
Auto Labeler
30001078
  
2257
Metal Break and Sheer
2000357
  
2261
In Store Tray Carrier Plates
    
2262
Membrane Die & Adhesive Roller
    
2263
Conveyor Modification
    
2264
Scales
  
SN 070380050085
2266
Metal Detector
2000242
39243
2268
Metal Detector
    
2269
Auto Labeler
3001162
L15D 4209HRW
2270
Auto Labeler
2000281
L15D 3955HLW
2271
Auto Labeler
3001088
L15D 4152HLW
2272
Auto Labeler
3001191
L60 HAUG-1604L
2273
Auto Labeler
3001193
L60 HAUG-1603R
2275
90 Degree Radius Take-Away
    
2276
90 Degree Radius Take-Away
    
2277
90 Degree Radius Take-Away
    
2278
90 Degree Radius Take-Away
    
2279
90 Degree Radius Take-Away
    
2280
Incline Elevators
    
2281
Incline Elevators
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
5 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2282
Inkjet Printer
2000226
  
2283
Inkjet Printer
    
2284
Metal Detector
2000173
22173
2286
Ink Jet Printer
2000288
  
2287
Auto Labeler
2000279
L15C 3906HRW
2288
Auto Labeler
2000287
L15C 3907HLW
2289
Pentetrometer
3001154
  
2293
Dunk Tank
    
2295
Punch and Patch System
4000256
L60D 996RT
2296
Punch and Patch System
2000224
L60D 967RT
2297
Punch and Patch System
4000257
L60E 1213R
2298
Punch and Patch System
2000219
L60E 1212R
2302
Chiller Mueller Freon
    
2308
Garden Veg Tray Automation
    
2309
Ink Jet Printer
30001081
  
2310
CC Stalk Slicer
2000329
  
2311
Haug Tray Sealer
3001082
176381
2315
In-store tray Automation
    
2316
Snap Pea Conveyor
    
2322
Tables with Adjustable Legs
    
2327
Petite Machine
3001068
51K9060-CWT
2328
Metal Detector
3001069
S/N-LINE 15
2329
Auto Labeler
3001070
L150-4151HLW
2330
Auto Labeler
3001071
L15D-4118HRW
2331
Ink Jet Printer
3001067
BV528
2332
90 Degree Radius
    
2333
Take-Away Conveyor
3001090
  
2334
Flex Wash Line
2000312
  
2341
Cooler Scrubber Machine
3001126
T7-10259316
2343
Metal Detector Tubs
    
2344
Box Chute
    
2345
Stainless Tables
3001072-1076
  
2346
2 Ink Jet Printers
    
2351
VA Raw Product Bins (500)
    
2354
Auto Labeler
3001185
L15D 4015HLW
2355
Auto Labeler
3001079
L15D 4050HLW
2356
Auto Labeler
3001188
L15D 4032HLW
2357
2002 Club Car
  
E0220148367
2358
2001 Club Car
  
E0335318201
2361
Air Hoist for Spin Dryer
2000381
  
2362
Reyco Enhancements/Relocation
    
2363
Snack Line Tray Line Heater
    
2365
Carrot Distribution System
    
2378
O2/CO2 Analyzer from PBI
3001017
  
2381
Cooling Evaporator
    
2393
Auto Labeler
3001183
L15D 3956HLW
2394
Auto Labeler
3001163
L15D 4204HLW
2395
Auto Labeler
2000276
L15D 4046HRW
2396
Pallet Shrink Wrap Machine
3001232
Q300 LANTECH
2397
Punch & Patch Equip - Sd Dish
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
6 OF 10
 

ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2398
Burst Tank Tray Room
2000123
  
2401
AS320W 4up Tray Sealer
    
2412
Cauliflower Line - #2
    
2413
Auto Labeler
30001105
L15D 4133HLW
2414
Auto Labeler
3001165
L15C 3917HRW
2416
Speed Door #1
    
2417
Speed Door #2
    
2418
Speed Door #3
    
2419
Pack Off Equipment
    
2420
De water Shaker
2000306
  
2422
Ice Plant rebuilt in 2007
    
2428
Checkpoint Gas Analyzer
3001095
  
2429
2 Door Refrig Unit for Lab
    
2432
Snack Tray Tooling
    
2433
Ice Plant Rebuild
    
2434
Labeling Conveyors (4)
2000125 -128
  
2442
Broccoli Sizer(shaker equip)
    
2444
CIP Patch Punch/Applicator
    
2445
Cold Room 2 Units
    
2456
Reyco Fridge Incubator
3001135
Y08F-317191-YF
2457
Incubator Bod10a
  
V06F-308919-VF
2458
Low Temp Incubator Model 815
3001136
WB54507372
2459
Tray Sealer
3001152
  
2460
EG & G Chromatog Equp
3001146
  
2461
Spectrophotometer
3001138
  
2462
Pressure Decay & Occlusion Tes
3001139
972332
2463
Pressure Decay & Occlusion Tes
3001140
972375
2464
Heat Sealer
3001142
98-20921
2465
Circulating Bath
3001131/1133
  
2467
Carbon Dioxide Analyzer
3001133
  
2470
Agilent 6850 Series GC System
3001156
  
2471
Flowboard 9 station 3 gasses
3001145
  
2472
Oxygen Permeation Analyzer
3001148
  
2473
Portable Counting Scale
3001149
  
2474
Satorius Top Bloading Balance
3001150
  
2475
Heat Sealer
3001151
  
2476
Bridge Portable CO2/O2 Analyze
3001011
  
2478
Bridge Portable CO2/O2 Analyze
3001155
  
2481
Stnlss Steel Drop Tube w/flang
    
2484
Metal Detector
    
2485
Precision Air Flow Test Device
    
2486
Racking- Tomato Room
    
2487
Raw Product Bins (1400)
    
2488
VFFS Indexer
    
2489
Gas Sweeper Model 6330 Exterra
    
2490
Scrubber -Adv Model 4530 AXP
3001167
2011502
2491
VA Plant Evaporators 2007
    
2492
Raw Product Whrse Speed Doors
    
2494
Lantech Stretch Wrapper
3001173
  
2495
Plant Emergency Lighting
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
7 OF 10
 

ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2497
Kalmar 12 Pallet Forklift
    
2498
Forklift Terminal Scanners (6)
    
2500
Chlorine System
    
2501
Metal Detector
    
2502
Auto Labelers (2)
1157, 0269
L15D 4242HKRL15D 4051HLW
2503
Tote Washer
    
2506
Sward Harness Rocker
    
2517
Tray Pack Off Equipment
    
2518
Air Compressor and Dryer
30001170
68846-T02
2520
Broc Air Knife Systems
    
2524
Forklift Battery Chargers
    
2525
2 Auto Labelers
0286, 0278
L15D 4049HLW L15D 4049HLW
2527
Checkpoint O2/CO2 Analyzer
    
2528
Raw Product Totes (1,000)
    
2534
2 Ink Jet Printers
    
2535
2 Auto Labelers
1190, 1194
L15D 4042HRWL15D 4048HRW
2537
Bagger # 7 Punch & Patch
    
2538
Instore #15 Punch & Patch
    
2539
Bagger Forming Collars Tubes
    
2540
Product Shade Area
    
2542
QA Plant Burst Tank
    
2543
Checkweigher
    
2545
26" Wide Metal Detector
    
2546
Twin Bagger & Scale
    
2547
Slaw Line Shaker
    
2548
Trash Compactor
    
2551
Film Tray Sealer/ Seal & Peel
    
2553
NH3 Temp Sensor
    
2554
NH3 Temp Sensor
    
2555
Commercial Slicer
    
2556
Celery Processing Line
    
2557
Cooler Recirculator PLC Contro
    
2558
3 Daewoo Forklifts
  
CM00298 CM00299 CM00300
2559
Floor Pallet Scale
    
2562
2 Ink Jet Printers
    
2565
Black Celery Totes (10,000)
    
2568
2 Ink Jet Printers
    
2569
Punch & Patch Systems (2)
218, 222
L60E 1211L-L60D 968RT
2570
Twin Bagger Take-away/Pack Off
    
2571
Twin Bagger Inclice Conveyers
    
2573
Twin Tube Metal Detector
    
2574
(2) Cooler Evaporators
    
2575
Triple Stage Forklift Attach
    
2576
(3) Plant Evaporators
    
2579
Sams Instore Tray Line Convers
    
2582
Raw Product Bins (1425)
    
2584
Deli Cup Tray Sealer for Lab
    
2585
Kalmar 12 Pallet Forklift
  
T431050333
2587
Hand Washing Units
    
2589
Basket Hoist System
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
8 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2590
EG&G Chromatog Equip
3001147
  
2591
Circulating Bath
    
2592
Microscope Olympus BX40
3001195
8K03767
2593
GTIN Traceability Case Labelin
    
2594
Minipack tunnel 50 ss stnlss
  
4000292
2595
Bagger#2 control systm upgrade
    
2598
Tooling for round tray servo
2000233
3001108
2599
VFD Air compressor & Controls
4000293/294
  
2600
Air Storage tanks&Piping
4000296
  
2601
VFD Regulators & Controls
4000299
EL0849155874
2604
Raw Product Bins (1700)
    
2609
Blue Snap Pea Totes (22,980)
    
2610
Turbo 185 Ton Ice Maker
4000278
S09H0006001
2613
Tooling For 14x14 Tray - Haug
3001068A
  
2614
Motorola WT4090 Scanners
3001177-1180
00258-00232-00252-00270
2615
Green Cauli/Crown Totes 2,728
    
2616
H&C QX775D Tray Sealer
4000291
  
2617
Cup/Petite Line Packoff
2000243
  
2618
Plant Air Makeup System
4000279
9-366662
2619
VA Plant 3 Speed Doors
4000280-282
50438-50436-50437
2620
Utility Processing LIne
    
2621
Cup/Petite Line Take
4000290
  
2622
Cup/Petite Metal Detector
    
2623
Cup/Petite Ink Jet Printer
4000289
BP163
2624
Cup/Petite Auto Labelers (2)
    
2631
E5000 Cat Forklift Bin Dumper
2631
A4EC320288
2632
VFFS Indexer
4000288
  
2633
Cat P6000-LP #38 Yard Bin Wash
2633
AT31F03886
2639
Ugrade Ice Plant Supp Structur
    
2640
Ice Injector #2
    
2641
Forklift RFID for iGPS Readers
    
2643
Ice Injector
2000000A
960238
2644
4 Auto Broc Floret Machines
    
2645
Engine RM Pwr Trans Switch
    
2646
VA Plant Pwr Transf Switch
    
2647
Cooler Pwr Transf Switch
    
2648
Broc Floret & Cauli Machine
    
2649
4 Spin Dryer Baskets
    
2650
3 Butter Nut Peelers
270-271-272
  
2651
3-Spin Dryers
4000161-2-4
267131-267132-267133
2652
Green Cauli Totes Green(4,100)
    
2653
2 - Cooler Speed Doors
    
2654
VA Loading Dock Speed Door
    
2655
VA Plant Speed Door
    
2656
Broc Optical Sorter
4000263/264
L5378067-06
2657
Co-Pack Tray Tables
    
2658
Co-Pack Tray Labelers
    
2659
Co-Pack Tray Ink Jet Printers
  
FA590 & FA594
2660
Co-Pack Tray Labeling Belt
4000261
  
2662
Reyco System
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
9 OF 10
 
 
ANNEX A-1
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
4575 West Main Street, Guadalupe, CA 93434
       
Asset #
Asset Description
Tag #
Serial Number
       
2663
Co-Pack Wash Line Chiller
4000277
  
2672
Macro Bins (Ivory) (685)
    
2674
Low Temperature Incubator
3001181
WB71424186
2676
Bagger Thermal Printers (2)
    
2681
Case Take-Away Conveyor
    
2682
Tennent Scrubber T15-Rider
4000240
T15-17142
2683
Broccoli Floret Machines (12)
    
2686
Cooler Evaporator Controls &
    
2687
QA Paperless System
    
2691
Forklift Attachment
4000116
112152
2722
Bagger Thermal Printers (8)
    
2723
Scale VFFS Yamato Sigma
    
2724
Bagger & Scale
    
2725
Slaw Line Expanded Capacity
    
2726
Incline Belting Bagger 1
    
2728
Triple Drop Hoppers&Inclines
    
2729
Support Frame for Bagger Scale
    
2730
Trolley System Bagger
    
2731
Take-Away & Packout
    
2732
Metal Detector
    
2733
Punch & Patch System
    
2735
Peeler 1 (Squash) & 6 Upgrades
    
2736
Macro Bins (Ivory) (1,352)
    
2737
Celery Optical Sorter
    
2738
Air Makeup System Expansion
    
2740
Cooling Tag Scanners (3)
    
2741
Punch & Patch Bagger
    
2742
Plant Water Booster Pump Systm
    
2743
Pressure Tunnel
  
#7ACV1105MCB
2744
Plant Air Evacuation System
    
2746
Cauliflower Auto-Trim Line
    
2750
Broccoli Auto-Floret Mchns (6)
    
2752
Evaporator (Cooler)
AGHN 071.2H
  
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
10 OF 10
 
 
ANNEX A-2
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
12700 S. Dixie Highway, Bowling Green, OH 43402
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
Bagger
Sandiacere
TG20 LD
3004
Scale
Ishida
W-S/60 WP
91/13305
Bag Printer
Markem
SmartDate 3i
  
Scale Platform
  
2003
  
Conveyor Platform
  
2004
  
BG 69 In feed Shaker
FMC Allen
Syntron 2003
F72344 D009
Metal Detector
Loma
2007
  
Turntable
      
Box Printing conveyor
Lincoln Coder
    
Pack off conveyor
      
Labeler(s)
SATO
CL408e
  
       
       
Bagger
Sandiacre
TG320LD
2710
Scale
Ishida
CCW.M.214W.S/70.WP
00/13049
Bag Printer
Makrem
SmartDate 3i
  
BG 70 In feed Shaker
FMC Allen
Syntron 2003
F72344 D009
Pack off conveyor
      
Turntable
      
Metal Detector/ Box Printer
Eriez
Model V
  
Labeler(s)
SATO
CL408e
  
       
       
Bagger
Sandiacre
TG320LD
2655
Scale
Ishida
CCW.M.214W.S/70.WP
02/11878
Bag Printer
Makrem
SmartDate 3i
  
BG 71 In feed Shaker
FMC Allen
Syntron 2003
F72344 D009
Pack off conveyor(s)
      
Turntable
      
       
       
Tote Box Dumper 1
MTC Corp
2006
  
BG 1 Bin Veyor
MTC Corp
2006
  
BG 3  Size Grader
Key Technology
Iso-Flo  431523-1
03-92490-1
Tote Box Dumper 2
MTC Corp
2006
  
BG 4  Bin Veyor
MTC Corp
2006
  
BG 6 Size Grader
Key Technology
Iso-Flo  431523-1
03-92490-2
BG 7 Scoop Belt
FMC Allen
2003
F72335D001
BG 8  Distribution Shaker
Key Technology
Iso Flo 418445-1
94-32108
BG 9 Conveyor 9 - BG 8 to 27
      
BG 10 Snipper A Drive
      
BG 11 Small UBR
  
2005
  
BG 12 Conveyor UBR 1
Lakewood
2003
  
BG 13 Conveyor UBR 2
Lakewood
2003
  
BG 14 Conveyor A to 32
      
BG 15 Snipper B
  
2004
  
BG 16 Snipper D
  
2004
  
BG 20 Snipper C
  
2004
  
BG 21 Snipper E
  
2004
  
BG 25 Conveyor A to C
AMCS
2003
  
BG 27 Distribution Shaker D-3
FMC Allen
    
BG 28 Snipper 1
      
BG 29 Snipper 2
      
BG 30 Snipper 3
      
BG 31 Conveyor 1-E
      
BG 32 Conveyor F-J
      
BG 33 Conveyor 8 to 34
      
BG 34 Distribution Shaker F-J
Meyer
VF11-18-6
1217
BG 35 Snipper F
  
2004
  
BG 36 Snipper G
  
2004
  
BG 37 Conveyor Incline
      
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
1 OF 4
 
 
ANNEX A-2
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
12700 S. Dixie Highway, Bowling Green, OH 43402
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
BG 38 Snipper H
  
2004
  
BG 39 Snipper J
Hughes
    
BG 40 Size Grader
Key Technology
Iso Flo  431487
  
BG 41 Conveyor 41 - Scoop
FMC Allen
2003
F72335D002
Tegra 1 Feed Shaker
Key Technology
2003
03-92498
Tegra 1 Sorter
Key Technology
2003
03-92498
BG 42 Conveyor Tegra 1
Lakewood
2003
  
BG 43 Conveyor Incline
Lakewood
2003
  
Tegra 2 Feed Shaker
Key Technology
Tegra
03-92497
Tegra 2 Sorter
Key Technology
Tegra
03-92497
BG 45 Reject Shaker Tegra 2
Key Technology
Tegra
03-92497
BG 46 Conveyor Incline
Key Technology
Tegra
03-92497
BG 47 Conveyor
      
BG 48 Conveyo-Tegra 2
Lakewood
2003
  
BG 49 Conveyor Incline
Lakewood
2003
  
BG 50 Distribution Shaker
Key Technology
Iso-Flo   417253-1
93-27641
BG 51 Grading Table
Lakewood
2003
  
BG 52 Grading Table
Lakewood
2003
  
BG 53 Grading Table
Lakewood
2003
  
BG 54 Conveyor 51 Return
Lakewood
2003
  
Rework Hopper
FMC Allen
2003
F72344D010
BG 55 Conveyor 52 Return
Lakewood
2003
  
BG 56 Conveyor 53 Return
Lakewood
2003
  
BG 57 Conveyor Cull Return
Lakewood
2003
  
BG 58 Conveyor 51-53
Lakewood
2003
  
BG 59 Conveyor Lyco Incline
Lakewood
2003
  
BG 60 Lyco Washer
Lyco
60' X 8' Cooler
RDB 0903-32800
Chiller 1 Lyco Compressor
Bohn
    
Chiller 1 Heat exchanger
Chester Jensen
    
Chiller 1 Pump
Tri Clover
    
BG 61 Drying Belt
      
Blower Main Line
Republic
1200
  
BG 62 Scoop Belt
FMC Allen
2003
F72344D003
Magnet
Eriez
    
BG 63 Incline
      
BG 64 Shaker with Gate
FMC Allen
2003
F72344D005
BG 65 Shaker with Gate
FMC Allen
2003
F72344D006
BG 66 Shaker with Gate
FMC Allen
2003
F72344D007
BG 67 Shaker with Gate
FMC Allen
2003
F72344D007
Chiller 3 Compressor
Bohn
    
Chiller 3 Process Water in
Chester Jensen
    
Chiller 3 Pump
Tri Clover
    
Process Water Pump
Tri Clover
    
Chiller 4 Process water Tank
      
Process Water Tank
      
       
       
Tote Box Dumper 3
MTC Corp
2006
  
BG 101 Binveyor
MTC Corp
2006
  
BG 103 Conveyor
Lakewood
2003
  
BG 104 Conveyor
Lakewood
2003
  
BG 105 Conveyor
Lakewood
2003
  
BG 106 Incline
AMCS
2003
  
BG 107 Distribution Shaker
      
BG 108 Alt Snipper 1
  
2011
  
BG 109 Alt Snipper 2
  
2005
  
BG 110 Alt Snipper 3
  
2005
  
BG 111 Alt Snipper 4
  
2011
  
BG 112 Conveyor 1-4
  
2011
  
BG 113 Conveyor Tegra 1
      
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
2 OF 4
 
 
ANNEX A-2
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
12700 S. Dixie Highway, Bowling Green, OH 43402
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
BG 114 Conveyor
      
BG 115 Conveyor Incline
      
BG 117 Grading Table
Lakewood
2003
  
BG 118 Conveyor
Lakewood
2003
  
BG 119 Conveyor Incline
Lakewood
2003
  
BG 120 Lyco Washer
Lyco
60' X 4' Cooler
RDB 0903-32801
Chiller 2 Compressor
Bohn
    
Chiller 2 Heat Exchanger
Chester Jensen
    
BG 121 Drying Belt
  
2011
  
Blower Alt Line
Republic
1200
  
BG 122 Scoop Belt
FMC Allen
2003
F72344D004
Magnet
Eriez
    
BG 123 Conveyor Incline
      
BG 124 Hopper Shaker
FMC Allen
2003
F72344D010
BG 126 Incline with Gate
FMC Allen
2003
F72344D011
BG 127 Shaker with Gate
FMC Allen
2003
F72344D008
BG 128 Shaker with Gate
FMC Allen
2003
F72344D008
       
       
BG 151 Conveyor Tegra 2
Lakewood
2003
  
BG 152 Cull Grading
Lakewood
2003
  
BG 153 Conveyor
Lakewood
2003
  
BG 154 Reject Shaker T egra 1
FMC Allen
    
BG 155 Conveyor
Lakewood
2003
  
BG 156 Conveyor
AMCS
2003
  
BG 157 Conveyor
      
BG 158 Conveyor
      
BG 159 Conveyor Incline
Lakewood
2003
  
BG 162 Incline to UBR
      
BG 163 Conveyor UBR out
      
       
       
BL 3 Conveyor Truck inlet
      
BL 4 Incline Conveyor
      
BL  7 Bin Veyor
      
BL 8 Shaker
Key Technology
    
BL 9 Incline
      
BL 10 Shaker
FMC Allen
    
BL 11 Blower
FMC Allen
    
BL 12 Conveyor
      
BL 13 Size Grader
FMC Allen
    
BL 14 Conveyor Under 13
      
BL 15 Sizew Grader
Key Technology
    
BL16 Conveyor under 15
      
BL 17 Conveyor Under 15
      
BL 18 Conveyor Incline
      
BL 19 Distributiohn Shaker
Commercial
    
Bl 20 Grading Table 1
      
Bl 21 Grading Table 2
      
Bl 22 Grading Table 3
      
BL 23 Grading Table 4
      
BL 24 Grading Table 5
  
2007
  
BL 25 Conveyor 20-24
      
BL 26 Incline Conveyor
      
BL 27 Pump
      
BL Flume Tank
      
BL 28 Flume Incline
      
Tank chiller 1
Bohn
25 Hp
  
Tank chiller 2
Bohn
20 Hp
  
Water Storage Tank
      
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
3 OF 4
 
 
ANNEX A-2
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
SECURED PARTY:
GE Capital Commercial, Inc.
EQUIPMENT LOCATION:
12700 S. Dixie Highway, Bowling Green, OH 43402
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
Storage Tank Chiller
Filtrine
5 Hp
  
BL 29 Shaker
Key Technology
    
BL 30 Drying Belt
Reyco
    
BL 31 Blower
Reyco
25 Hp
  
BL 32  Blower Filter
Reyco
    
BL 33 Incline to Dry Room
      
BL 34 Pump
      
BL 35 Pump
      
BL Pivot Chute
  
2007
  
700 - Totes folding
      
Compressor 1
Comp Air
100 Hp
  
Compressor 2
Atlas Copco
60 Hp
  
Compressor 3
Atlas Copco
60 Hp
  
Air Dryer
Domminick Hunter
    
Air Tank Vetical
Gal Air
600
  
Air Tank Horizontal
Gal Air
200
  
ORP System Main Line
Pulse Instruments
    
ORP System Alternate Line
Pulse Instruments
    
Control Panel
Square D
    
Power Factor Unit
Square D
    
Floor Scale 1
      
Floor Scale 2
      
Floor Scale 3
      
Battery Charger
Raymond
    
Battery Charging statioin
Toyota
    
Water & Septic Pumps
      
Baler
      
Trash Compactor
      
Racking
      
Floor Scrubber
Tennant
5700
  
Freezer
      
Dock 1 Plate & Enclosure
McCormick
    
Dock 2 Plate & Enclosure
McCormick
    
Dock 3 Plate & Enclosure
McCormick
    
Time Clock
      
Electrical Transformer 1
      
Electrical Transformer 2
      
Electrical Transformer 3
      
Electrical Transformer 4
      
Electrical Transformer 5
      
       
       
Office Equipment
      
       
Big Jack Bean Harvestor 120 "
      
Kubota Tractor
      
Pixall Big Jack
      
Pixall Big Jack
      
1996 Pixall Big Jack
      
Trailer
      
Trailer
      
Trailer
      
Trailer #5, install conveyor
      
1987 Ford Dump Truck
      
2006 Dodge Ram 4x4
      
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
4 OF 4
 
 
ANNEX A-3
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
  
SECURED PARTY:
GE Capital Commercial, Inc.
  
EQUIPMENT LOCATION:
26 Industrial Drive, Hanover, PA  17331
  
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
Bagger
Sandiacere
TG20 LD
X87857
Scale
Yamato
ADW-714SWH
WG000730
Bag Printer
Markem
SmartDate 3i
7775292
Scale Platform
  
2003
  
Transfer Belt
  
2008
  
Metal Detector
Fortress
Phantom
  
Turntable
      
Box Printing conveyor
Loveshaw
MICROJET III B
1705127-218B
Labeler(s)
SATO
CL408e
9M030149
Label winder
Label Acessories Inc.
GLR-100
RC790016
       
Bagger
Sandiacre
TG320LD
X87897
Scale
Yamato
ADW-714SV
MA87894/WG070531
Bag Printer
Makrem
SmartDate 3i
7775011
Metal Detector/
Fortress
Phantom
  
Turntable
      
Box Printing conveyor
Loveshaw
MICROJET III B
B805501-218B
Labeler(s)
SATO
CL408e
7G03537
       
Tote Box Dumper 1
D & E Farms
    
EvenFeeder
D & E Farms
    
#3  Conveyor
D & E Farms
    
#4 Incline Conveyor
D & E Farms
    
Magnet
Eriez
    
#5  Distribution Shaker
D & E Farms
    
#6 Snipper 1
D & E Farms
    
#7 Snipper 2
D & E Farms
    
#8 Snipper 3
D & E Farms
    
#9 Snipper 4
D & E Farms
    
#10 Snipper 5
D & E Farms
    
#11 Snipper 6
  
2012
  
#12 Snipper 7
D & E Farms
    
#13 Snipper 8
D & E Farms
    
4 Pumps
      
Heat Exchanger 2
      
Trough and Flume Tank
D & E Farms
    
#30 Incline From Flume
D & E Farms
    
Air Blower
      
Water Separator
D & E Farms
    
#31 Incline Conveyor
D & E Farms
    
#32 Distribution Shaker
D & E Farms
    
#33 UBR 1
D & E Farms
    
#34 UBR 2
D & E Farms
    
#37 Size Grader
D & E Farms
    
#38 Size Grader
D & E Farms
    
#39 Grading Table 1
D & E Farms
    
#40 Grading Table 2
D & E Farms
    
#43 Transfer Belt
D & E Farms
    
#44 Scoop Belt
D & E Farms
    
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
1 OF 2
 
 
ANNEX A-3
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
    
SECURED PARTY:
GE Capital Commercial, Inc.
    
EQUIPMENT LOCATION :
26 Industrial Drive, Hanover, PA 17331
  
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
#45 Shaker Conveyor
D & E Farms
    
#46 Drying Belt 1
D & E Farms
    
#47 Drying Belt 2
D & E Farms
    
#48 Drying Belt 3
D & E Farms
    
#49 Shaker Conveyor
Commercial
Iso-Flo
  
#50 UV Incline Belt
D & E Farms
    
UV Lights
Reyco
    
#52 Shaker with Gate
Key Technology
Iso-Flo
  
#53 Side Shoot Conveyor
D & E Farms
    
#53A Transfer Conveyor
D & E Farms
    
#54 Conveyor
D & E Farms
    
Tote Box Dumper 2
D & E Farms
    
#55 EvenFeeder
D & E Farms
    
#56 Incline Conveyor
D & E Farms
    
#57 Conveyor
D & E Farms
    
       
       
Compressor 1
Quincy QT10
QT10VT00012
20070922-0016
Compressor 2
Quincy QT15
QT15
QU1105100023
Air Dryer
PARKER
TW055-A1-JCE
110501934
Air Dryer
PARKER
TW40
80300134
ORP System Main Line
Pulse Instruments
    
Floor Scale 1
METTLER TOLEDO
XIF
00451046DK
Drain Water Screen
      
Baler
      
Pallet Wrapper
PHOENIX
PRTL2150
7091696
Push Back Racking
      
Racking
      
Floor Scrubber
Advance
    
Freezer
      
Dock 1 Plate & Enclosure
SERCO
    
Dock 2 Plate & Enclosure
SERCO
    
Dock 3 Plate & Enclosure
SERCO
    
Time Clock
      
Pallet Jack #1
Toyota
7HBW23
34558
Pallet Jack #2
Toyota
7HBW23
34559
Office Equipment
      
Truck Scale
Fairbanks
120 ton cap
PIT 6020-HVA09
300 - Totes folding est.
      
       
Forming Tube
  
Retail 12 oz
  
Forming Tube
  
Retail 12 oz
  
Forming Tube
  
Retail 32 oz
  
Forming Tube
  
Retail 32 oz
  
Forming Tube
  
Food Service/ 5 lb
  
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
2 OF 2
 
 
ANNEX A-4
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
    
SECURED PARTY:
GE Capital Commercial, Inc.
    
EQUIPMENT LOCATION :
7909 S. Crossway Drive, Pico Rivera, CA 90660
  
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
Bagger
Line Equipment
LE360
60645
Scale
Ishida
CCW-R
P2966927
Bag Printer
Markem - Imaje
Smartdate 3i
GP1081141
Mezzanine
      
Metal Detector
Eriez
Model V
123938
In feed / incline conveyor(s)
      
Out feed conveyor(s)
      
Turntable
      
Pack off conveyor(s)
      
Box Printer
Lincoln Coder
50-R
  
Labeler(s)
SATO
CL408e
OAO30191
       
       
Bagger
Line Equipment
LE360
69090
Scale
Ishida
CCW-RZ
  
Bag Printer
Markem - Imaje
Smartdate 3i
GP1081125
Mezzanine
      
Metal Detector
Advanced Detection
  
1200
Transfer conveyor
      
Out feed conveyor(s)
      
Turntable
Smalley
  
9686-01
Box Printer Conveyor
Laughlin Corporation
    
Labeler(s)
SATO
CL408e
OAO30096
       
       
Tote Bin Dumper
      
Binveyor
  
2007
  
Incline Conveyor
      
Distribution shaker
Key Technology
S1043492
445538-03611
Snipper 1
  
2011
  
Transfer Conveyor 1
  
2011
  
Snipper 2
  
2006
  
UBR 1
      
Snipper 3
  
2006
  
UBR 2
      
Snipper 4
  
2006
  
UBR 3
      
Snipper 5
  
2006
  
UBR 4
      
Snipper 6
  
2011
  
Transfer Belt 2
  
2011
  
Rework Belt
      
Flume Tank
      
Incline out of Flume
  
2010
  
VST Sorter
      
Grading Table 1
  
2011
  
Grading Table 2
  
2011
  
Chiller
Trenton Refrigeration
4 DA3 R18 MET
CCK0814365
Chiller coil
      
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
1 OF 2
 
 
ANNEX A-4
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
    
SECURED PARTY:
GE Capital Commercial, Inc.
    
EQUIPMENT LOCATION :
7909 S. Crossway Drive, Pico Rivera, CA 90660
  
       
Asset Description
Manufacturer/Make
Model
Serial Number
       
Water Pump
AMT
4909-9B
1626-312
Blower
Republic
RB1200HC
40405773
Water Filter System
Rosedale Products
MC8-30-2P
236273
       
       
Battery Charger for Fork Lift
Flex200
FLX20018865T1H
07N1108M
Battery Charger for Fork Lift
Silver Star
18-750FRT
307PP10618
Air Compressor 1
Ingersol Rand
2475N7.5
611290020
Air Compressor 2
FS Curtis
E71V  and VT12-A3
EA101067 24XR68
Air Dryer
Gardner Denver
RNC100A1
  
Floor Scale #1
U Line
5000 lb
  
Floor Scale #2
U Line
5000 lb
  
Pallet Jack #1
Toyota
    
Pallet Jack #2
Toyota
    
Pallet Jack #3
Crown
    
Pallet Jack #4
Crown
    
Office Equipment
      
       
       
Foamer
Chemco
    
Forming Tube
  
Retail 12 oz
  
Forming Tube
  
Retail 12 oz
  
Forming Tube
  
Retail 12 oz
  
Forming Tube
  
Retail 32 oz
  
Forming Tube
  
Food Service/ 5 lb
  
 
INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
 
2 OF 2
 
 
ANNEX A-5
TO COLLATERAL SCHEDULE NO. 8727912-001
TO MASTER SECURITY AGREEMENT
DATED AS OF APRIL 23, 2012
 
DEBTOR:
Apio, Inc.
    
SECURED PARTY:
GE Capital Commercial, Inc.
    
EQUIPMENT LOCATION :
9095 17th Place, Vero Beach, FL  32966
    
       
Asset Description
Manufacturer/Make
Model
Serial Number
Location
         
Bagger
Sandiacre
TG320 LD
2786
Packing Room
Scale
Yamato
ADW-714SWH
WG980796
Packing Room
Bag Printer
Markem
SmartDate 3i
  
Packing Room
Mezzanine
      
Packing Room
Metal Detector
Advanced Detection
    
Packing Room
In feed incline conveyor
      
Packing Room
Transfer Conveyor
      
Packing Room
Out feed conveyor
      
Packing Room
Metal Detector
Advanced Detection
    
Packing Room
Turntable
      
Packing Room
Box Printing conveyor
Lincoln Coder
    
Packing Room
Labeler
SATO
CL408e
  
office
         
         
Tote Box Dumper
MTC Corp
    
Grading Room
BinVeyor
Key Technology
    
Grading Room
Collection Conveyor
      
Grading Room
Incline Conveyor
      
Grading Room
Distrubution Shaker
Key Technology
Iso Flo 434026-1
2005 Green Glen
Grading Room
Snipper 1
  
2006
  
Grading Room
UBR 1
  
2011
  
Grading Room
Snipper 2
  
2006
  
Grading Room
UBR 2
  
2011
  
Grading Room
Snipper 3
  
2006
  
Grading Room
UBR 3
  
2011
  
Grading Room
Snipper 4
  
2006
  
Grading Room
UBR 4
  
2012
  
Grading Room
Flume Water Pump
      
Grading Room
Rework Conveyor
Lakewood
    
Grading Room
Flume Tank
      
Grading Room
Incline out of Flume
      
Grading Room
VST Sorter
      
Grading Room
Grading Table
      
Grading Room
Chiller Compressor
Bohn
20 Hp
  
West side of Building
Chiller Coil
  
2010
  
West Side of Building
Blower
  
7.5Hp
  
Grading Room
Water Tank & Stand
  
800 Gallon
    
         
         
Fork Truck 1
Toyota
7FBEU15
114766
Warehouse
Fork Truck 2
Toyota
7FBEU15
61596
Warehouse
Battery Charger
Toyota
    
Warehouse
Battery Charger
Toyota
    
Warehouse
Floor Scale
5000 #
GSE 350
  
Warehouse
Floor Scrubber
American-Lincoln
    
Warehouse
Air Compressor
Ingersol Rand
15 Hp
  
East outide of building
Air Dryer
      
Outside of Building
Product Racks
      
Finish Cooler
Film Racks
      
South Packing Room
Office Equipment
      
Offices
         
         
Forming Tube
  
Retail 12 oz
  
South Packing Room
Forming Tube
  
Retail 32 oz
  
South Packing Room
Forming Tube
  
Food Service/ 5 lb
  
South Packing Room
Sanitation Foamer
      
South Packing Room

INITIALS DEBTOR:  /s/  GSS
 
INITIALS SECURED PARTY:  /s/  KD
 
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